Chapter 43: Board Confrontation-2
In listed companies, the board of directors, in accordance with the governance guidelines of listed companies, as the agent of the general meeting of shareholders, has great powers, and is the core of corporate governance and the decision-making center of the company's operation.
Its terms of reference include:
Convene and report to the general meeting of shareholders, and implement the resolutions of the general meeting of shareholders;
Decide on the company's business plan and investment plan, formulate the company's annual financial budget plan and final account plan, formulate the company's profit distribution plan and loss recovery plan;
Formulating plans for increasing or decreasing the company's registered capital, issuing bonds or other securities and going public, and formulating plans for the company's major acquisition, acquisition of the company's shares, or merger, division, dissolution and change of the company's form;
Within the scope of the authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted wealth management, related party transactions and other matters;
Decide on the establishment of the company's internal management organization, appoint or dismiss the company's manager and secretary of the board of directors, appoint or dismiss the company's deputy manager, financial director and other senior management personnel according to the nomination of the manager, and decide on their remuneration, rewards and punishments;
Formulate the basic management system of the company, and formulate the amendment plan of the company's articles of association;
Manage the company's information disclosure, and propose to the general meeting of shareholders to hire or replace the accounting firm as the company's auditor;
Listen to the work report of the company manager and check the work of the manager;
laws, administrative regulations, departmental rules or other functions and powers granted by this charter, etc.
It is precisely because of the many rights held by the board of directors that, in a sense, all the power games in listed companies are actually games in the board of directors.
After the listing of Yuanfeng Group, Ye Lanting, as the founder of the company, is also highly respected in the business community, so the authority of the board of directors is very high, plus he holds more than 30% of the shares, is the largest shareholder and the actual controller of the company, so all along, the control of the board of directors of Yuanfeng is very strong.
It was under this circumstance that he was able to push Ye Shikun, who was only 26 years old, to the position of general manager of the company at the beginning.
However, with Ye Shikun's series of drastic reforms, which touched the interests of many veterans, this situation has changed.
The board of directors of Yuanfeng is divided into three factions:
The reformers represented by Ye Shikun include Ye Shikun, Chen Jingzhi, and Wu Hua (independent director).
The neutral faction represented by Ye Lanting includes Ye Lanting, Xiang Yang, Qi Zhongwei, Ma Dehua (INED), Tang Jihong (INED), and Luo Weilun (INED).
and the veterans and opposition represented by Liu Jianjun: Liu Jianjun, Han Zhao, Ye Lanjun, Liu Qirui.
At that time, it was Liu Jianjun who proposed the impeachment of Ye Shikun's reforms, and when Ye Lanting, Xiang Yang, and Fang Zhongwei abstained, they were approved by 6 votes, 4 votes against, and more than half agreed.
Therefore, this time, it was Liu Jianjun and other veterans who proposed to let Ye Shikun return, and Ye Lanting was very happy, because in this way, the number of people who supported Ye Shikun at the board level accounted for the majority.
Unexpectedly, it turned out that there was Liu Ke's shadow behind him.
Now that Ye Shikun and Liu Ke have collapsed, this time the board of directors, if nothing else, will have another turmoil.
However, Ye Lanting finally decided not to come forward and let Ye Shikun deal with it, wanting to see if he could have enough means to control the situation of the board of directors under such circumstances.
This can be regarded as a test for him, to see if he has grown after two years of training outside.
After all, after transferring 10% of Ye Shikun's shares now, Ye Shikun can be regarded as the second largest shareholder of the company, and he has Ye Lanting's support behind him.
As long as he can convince most of the neutrals, Liu Jianjun and others can't afford to make a big storm.
…………
As soon as Ye Shikun's voice fell, Xiang Yang, who was sitting on the side, smiled and said, "Xiao Ye, welcome you back." I have seen the results you have done on your own outside in the past two years, which is very good!"
He rarely expresses his position, but this time he took the initiative to speak, first of all, his old friend Ye Lanting called him before and asked him to help support his son in the board of directors, and secondly, he really appreciated Ye Shikun's achievements in investment in the past two years.
Because of his family background, Xiang Yang went south to Shenzhen from the early days of reform and opening up, and has been doing finance for nearly 30 years, and he is naturally experienced in investment and the financial industry, but he can't help but be amazed when he sees Ye Shikun's investment achievements and returns in the past two years.
Ye Shikun started his business with a capital of 200 million yuan, and his income from Internet and financial investment exceeded 3 billion in just two years, which is very amazing.
To achieve this, vision, courage, determination, and charisma ...... None of them are missing.
Ye Shikun was overjoyed and hurriedly said, "Thank you, Uncle Fang, for the compliment." ”
Xiang Yang has always been a neutral faction, and he was the first to speak out to express his welcome and support, which he didn't expect!
Sure enough, after listening to Xiang Yang's words, Qi Zhongwei, the representative of another shareholder, ABC Huili, also smiled: "Mr. Xiao Ye, when you come back this time, I believe that you will be able to lead Yuanfeng to regain glory!"
Well, the second neutral faction also expressed its support.
Although it was just a polite chat before the meeting, not the approval of the formal vote, it undoubtedly sent a good signal.
While speaking, Zheng Dan, the secretary of the board of directors, with the assistance of Su Jingyan, distributed a document to each of the directors at the table.
The secretary of the board of directors is also the director of investor relations of the group, and is also a middle-aged woman with a graceful demeanor, 35 years old this year, who has been in the company since 1996, and has successively served as the manager of the finance department, the assistant to the chairman, the manager of the administrative personnel department, the director of the office of the board of directors, the administrative director and other positions, and has served as the secretary of the board of directors since December 2008.
Zheng Dan and He Yongxin are also the only two women in the company's management.
After sending the documents, she sat back at the lower seat of the conference table and said with a smile: "Ladies and gentlemen, what you have on the table is the main matters discussed by the board of directors today, the company's strategic development plan submitted by Mr. Xiao Ye, please read it carefully, deliberate, and discuss if you have any questions, and finally we will vote on this topic." ”
Su Jingyan sat down at the bottom of her, serving as the minutes of the meeting.
Liu Jianjun flipped through the documents in front of him and said, "Xiao Kun, I think your strategic development plan seems to be the same set of reforms you did two years ago...... , I'm not disapproving of it, but this kind of reform actually proves that the impact on the company's business is relatively large, our Yuanfeng is a traditional agricultural company, as the saying goes, no agriculture is unstable, I think, this matter is better to be stable...... , I agree to make some technological improvements, which is also the need of the times, but what kind of Internet and financial mess, don't you do it first?"
Han Zhao also spoke: "Yes, Xiao Kun, you made the old people in the following branches don't know what to do last time, they have been farming all their lives, and they are all experienced veterans, let them learn those new things, isn't it difficult for everyone? If you carry out institutional reform and personnel adjustment, we can't explain it to those old colleagues...... , I see, isn't it slowing down?"
Ye Shikun looked at the two of them and scolded in his heart: Nima, when you had dinner with Liu Ke that night, you didn't say that, you fully supported me one by one......
smiled on the surface and said: "Uncle Liu, Uncle Han, don't worry, take a closer look at the information, I have a plan and timetable on it, and there are solutions to the problems you raise." ”
As he spoke, he glanced at Liu Qirui, who had not yet spoken, and knew in his heart that since the conversation with Liu Ke had collapsed, this guy's attitude was unknown.
Now it seems that several of their opposition parties are estimated to be the same as before, and everything proposed by Ye Shikun is an unconditional opposition .......